Business Associations Slides

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Business Associations Slides

• 10-14-09

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Proxies

• Methods of Voting MBCA 7.22(a)
• In person
• By proxy
• Authorization for someone else to vote your shares

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Proxies

• Methods of Voting MBCA 7.22(a)
• In person
• By proxy
• Authorization for someone else to vote your
  shares
• Proxy Solicitation
• By management of the corporation

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Proxies

• Methods of Voting MBCA 7.22(a)
• In person
• By proxy
• Authorization for someone else to vote your
  shares
• Proxy Solicitation
• By management of the corporation
• By anyone opposing management

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Proxies

• Methods of Voting MBCA 7.22(a)
• In person
• By proxy
• Authorization for someone else to vote your
  shares
• Proxy Solicitation
• By management of the corporation
• By anyone opposing management

To obtain a quorum MBCA 7.25(a)
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Federal Regulation of Proxy Solicitation

• Securities Exchange Act 14(a)

It shall be unlawful for any person, by the use
of the mails or by any means or instrumentality
of interstate commerce or of any facility of a
national securities exchange or otherwise, in
contravention of such rules and regulations as
the Commission may prescribe as necessary or
appropriate in the public interest or for the
protection of investors, to solicit or to permit
the use of his name to solicit any proxy or
consent or authorization in respect of any
security (other than an exempted security)
registered pursuant to section 12 of this title.
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Federal Regulation of Proxy Solicitation

• Securities Exchange Act 14(a)

It shall be unlawful for any person, by the use
of the mails or by any means or instrumentality
of interstate commerce or of any facility of a
national securities exchange or otherwise, in
contravention of such rules and regulations as
the Commission may prescribe as necessary or
appropriate in the public interest or for the
protection of investors, to solicit or to permit
the use of his name to solicit any proxy or
consent or authorization in respect of any
security (other than an exempted security)
registered pursuant to section 12 of this title.
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Federal Regulation of Proxy Solicitation

• Securities Exchange Act 14(a)

It shall be unlawful for any person, by the use
of the mails or by any means or instrumentality
of interstate commerce or of any facility of a
national securities exchange or otherwise, in
contravention of such rules and regulations as
the Commission may prescribe as necessary or
appropriate in the public interest or for the
protection of investors, to solicit or to permit
the use of his name to solicit any proxy or
consent or authorization in respect of any
security (other than an exempted security)
registered pursuant to section 12 of this title.
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Federal Regulation of Proxy Solicitation

• Securities Exchange Act 14(a)

Traded on a national securities exchange, or
It shall be unlawful for any person, by the use
of the mails or by any means or instrumentality
of interstate commerce or of any facility of a
national securities exchange or otherwise, in
contravention of such rules and regulations as
the Commission may prescribe as necessary or
appropriate in the public interest or for the
protection of investors, to solicit or to permit
the use of his name to solicit any proxy or
consent or authorization in respect of any
security (other than an exempted security)
registered pursuant to section 12 of this title.
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Federal Regulation of Proxy Solicitation

• Securities Exchange Act 14(a)

• Traded on a national securities exchange, or
• Meets both of the following requirements
• Class of equity security with
• more than 500 record holders
• Total assets gt 10 million

It shall be unlawful for any person, by the use
of the mails or by any means or instrumentality
of interstate commerce or of any facility of a
national securities exchange or otherwise, in
contravention of such rules and regulations as
the Commission may prescribe as necessary or
appropriate in the public interest or for the
protection of investors, to solicit or to permit
the use of his name to solicit any proxy or
consent or authorization in respect of any
security (other than an exempted security)
registered pursuant to section 12 of this title.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
TSC Industries p. 222 substantial likelihood
that a reasonable shareholder would consider it
important in deciding how to vote
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Rule 14a-9
(a) No solicitation subject to this regulation
shall be made by means of any proxy statement,
form of proxy, notice of meeting or other
communication, written or oral, containing any
statement which, at the time and in the light of
the circumstances under which it is made, is
false or misleading with respect to any material
fact, or which omits to state any material fact
necessary in order to make the statements therein
not false or misleading or necessary to correct
any statement in any earlier communication with
respect to the solicitation of a proxy for the
same meeting or subject matter which has become
false or misleading.
Borak (p. 222) Private right of action
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Virginia Bankshares (p. 221)

• First American Bank solicited its shareholders
• Meeting to vote on merger with Virginia
  Bankshares
• 42 cash to Bank shareholders if approved
• Shareholders approved merger
• 42 high value, fair price

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Communications Covered
Solicitation? 14a-1(l)
No
Yes
Exempted? 14a-2(b)
Proxy Rules Dont Apply
No
Yes
Most Rules Dont Apply
COMPLY